1.1. These Terms and Conditions (the T&C) apply to our provision of the relevant Product(s) and the Services to you.
1.2. We may update the T&C from time to time upon email notice to you. Unless we receive written notification of rejection of the updated T&C within seven days after your receipt of the same, you will be deemed to have accepted the updated T&C from the date of receipt. If you reject the updated T&C, we may (in our sole discretion) either:
1.3. The definitions and rules of interpretation in this clause apply in the T&C.
1.4. Personal data, data processor and data controller shall bear the meanings given to those terms respectively in the Data Protection Act 1998.
1.5. Clause, schedule and paragraph headings shall not affect the interpretation of the T&C.
1.6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.7. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.8. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.9. A reference to writing or written includes faxes and e-mail.
1.10. Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
2.1. If you wish to be provided with Product(s) and/or Services by us, you must sign-up to the relevant plan via https://www.globalwebindex.net/pricing. This will require you to provide certain personal details (including company name and email address) as well as your credit card details, and upon your successful input of these details you will receive a notification from us confirming that you have been provided with access to the relevant Product(s) and/or Services (the Sign-Up Process). By completing the Sign- Up Process, you agree to comply with the T&C.
2.2. If we provide you with access to Product(s) and/or Services on a trial basis for a short-term period (for example 14 days) (the Trial Period), the T&C shall apply to all usage by you of the Product(s) and/or Services during the Trial Period. After the expiration of the Trial Period, your subscription shall automatically roll-on and you shall be required to pay for your usage of the Product(s) and/or Services in accordance with clause 6 unless and until the T&C is terminated pursuant to clause 12.
2.3. In consideration for your payment of the Fee on the Payment Date(s), you and the Authorised Users are granted a non exclusive, non transferable, non sublicensible license to use the relevant Product(s) for Subscribed Data Access for the Subscription Period only, solely for your business operations and in accordance with the T&C.
2.4. You and the Authorised Users may only use the Subscribed Data:
provided that, in each case, you may only use the Subscribed Data in a managed environment (for example dashboards or campaign reporting software) and under no circumstances may you or the Authorised Users publish any of the Subscribed Data online or otherwise make the Subscribed Data available to the public (for example in client bulletins or blog posts) without our prior written agreement, with any such publication constituting an irremediable material breach of the T&C.
2.5. If you and/or any Authorised Users quote from the Subscribed Data at any time as expressly permitted by clause 2.4(b) then the following accreditation (or such other accreditation as we may notify to you from time to time) must appear in all copies of materials featuring such Subscribed Data: “GlobalWebIndex Wave ‘insert quarter number and year’”.
2.6. If you and/or any Authorised Users quote from the Subscribed Data at any time as expressly permitted by the T&C you shall (and you shall procure that the Authorised Users shall) notify the person to whom such disclosure is made (Recipient) of the terms and conditions relating to the use of the Subscribed Data and shall procure that the Recipient complies with those terms and conditions. In any event, you shall remain primarily liable for all use of the Subscribed Data by a Recipient.
2.7. Except as expressly agreed with us in writing or as stated in the T&C neither you nor the Authorised Users are entitled to use, analyse, copy, distribute or sell the Data to or on behalf of any third party. For the avoidance of doubt, except as expressly agreed with us in writing or as stated in the T&C, you and Authorised Users are not permitted to:
In addition, you shall use all reasonable endeavors to prevent any unauthorised access to, or use of, the Product(s) or the Services and in the event of any such unauthorised access or use, promptly notify us.
2.8. We will use your IP address and/or device tracking to verify your and the Authorised Users’ compliance with the T&C when accessing the Data via certain Product(s). We reserve the right to charge the Additional Fees (as described in clause 2.9) in the event of any breach of clauses 2.3 and/or 2.4 by you or any Authorised User. Breaches of clauses 2.3 and/or 2.4 shall include the use of Data other than Subscribed Data or access to and/or use of a Product and/or the Subscribed Data by your employees who are not Authorised Users.
2.9. In the event of any breach of clauses 2.3 and/or 2.4, without prejudice to our other rights and remedies, the following additional fees (Additional Fees) shall be payable by you (at our discretion): a sum equal to the subscription fee (as notified by us to you) for access to and use of the relevant Product(s) for the 12 month period immediately following the date on which the relevant breach arose. You agree that the Additional Fees are a genuine pre-estimate of part of the loss that we are likely to suffer as a result of any breach by you of clauses 2.3 and/or 2.4.
2.10. In the event an Authorised User’s employment with you is terminated or ends for any reason, their access to the Product(s) and the Services shall be terminated. You shall notify us of the date that the individual’s employment ends at least 7 days before the date, and if such notification is not possible due to summary dismissal, you shall notify us within 2 working days after termination.
2.11. You and the Authorised Users shall only use the Additional Materials for the purpose of supporting use of the Product(s) and Data as authorised under the T&C, and shall not be entitled to otherwise use, analyse, copy, distribute or sell the Additional Material(s) to or on behalf of any third party.
2.12. Subject to the express provisions of the T&C, the Subscribed Data accessed by you during the Subscription Period is for your use only and shall not be sold or transferred to, or shared with, any third party or published in any way online or offline during the T&C or at any time in the future and you agree to indemnify us accordingly should the Subscribed Data be so sold, transferred, shared or published otherwise than in accordance with the express provisions of the T&C.
We have no liability for any third party software which you or any Authorised User may use to access and or/use the Services, the Product(s) or the Data (in whole or part). Any use of such third party software is subject to our prior written approval and additional charges which shall be notified to you. These charges must be paid in full before any third party software can be used. The T&C shall also apply to the Services, the Product(s) or the Data (or any part thereof) which are accessed and/or used via third party software. We recommend that you refer to the third party’s terms and conditions and privacy policy prior to using such third party software.
4.1. We shall use commercially reasonable endeavours to make access to the relevant Product(s) and the Subscribed Data continuously available 24 hours a day, seven days a week (except for any maintenance carried out, provided that we give you at least 6 normal business hours’ (9am to 5pm) notice in advance, save that advance notice is not required in the case of emergency maintenance) to you and the Authorised Users during the Subscription Period. Notwithstanding the foregoing, we do not warrant that you or the Authorised Users can access and/or use our Site, any Product or the Data or any part of the Services at any specific time or that it will be uninterrupted or error-free; nor that the Data and/or the information obtained by you or the Authorised Users through the Services will meet your requirements.
4.2. We shall use commercially reasonable endeavours to respond to all customer support requests within 24 hours of receiving any such request from you.
4.3. We shall use our commercially reasonable endeavours to ensure the accuracy of all Data.
4.4. We shall perform any Custom Work with reasonable skill and care.
4.5. We shall be under no obligation to you or the Authorised Users to retain or permit access to any questionnaires, survey records or other information used by us in the compilation of the Data.
4.6. We shall be entitled at any time to vary or amend or modify the specification used in compilation of the Data including, without limitation to the generality of the foregoing, any questionnaire used by us. We reserve the right to change any survey, data coverage, market coverage, sample size and access details. We reserve the right to change any part or all of a Product or the Services at any time.
4.7. We are not responsible for any delays, delivery failures or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and availability of the Products may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4.8. The T&C shall not prevent us from entering into similar agreements with third parties or from independently developing, using, selling or licensing products, services or data which are similar to those provided or generated under the T&C.
5.1. You warrant that the representative who completes the Sign-Up Process (and therefore enters into the T&C) upon your behalf is authorised to do so and you shall indemnify us for any loss suffered if the signatory is not so authorised.
5.2. You and all Authorised Users are responsible for keeping secure any password, user name or other information required for accessing or using the Products or the Services (security information) and undertake to change any password in line with any instructions from us, while you also permit us to audit the security information to establish the name and password of each Authorised User. You and all Authorised Users must keep the security information confidential and not disclose these details to any third party. We have the right to disable any security information, whether chosen by you or allocated by us, at any time (without liability), if in our opinion you or an Authorised User has failed to comply with any of the provisions of the T&C. We reserve the right not to issue any new passwords to an individual we determine is not an Authorised User.
5.3. You and the Authorised Users must not misuse our Site, the Services or the Products by introducing, accessing, storing or distributing any viruses, trojans, worms, logic bombs or other materials which are malicious, technologically harmful, defamatory, infringing or facilitate any illegal activity. You must not attempt to gain unauthorised access to our Site or the Products, the server(s) on which our Site or the Products are stored or any server, computer or database connected to our Site, the Products and/or the Services. You must not attack our Site or the Products via a denial-of-service attack or a distributed denial-of service attack.
5.4. You are responsible for making all arrangements necessary for you and the Authorised Users to have access to our Site, the Products and the Services (including obtaining all licences and consents). You are also responsible for ensuring that all Authorised Users who access our Site, the Products and Services through your internet connection are aware of the T&C and that they comply with them.
5.5. You shall ensure that any Authorised User who accesses and/or uses the Site, the Products, and/or the Services confirms that they shall comply with the T&C.
5.6. You shall maintain a written, up to date list of current Authorised Users and provide such list to us within 5 business days after any written request.
5.7. You shall provide us with all necessary co-operation in relation to the T&C and all necessary access to such information as may be required by us in order to provide the Services and/or the Products. In addition, you shall comply with all reasonable instructions from us in relation to your use of the Product(s) and the Services.
5.8. You hereby agree to indemnify and keep indemnified on demand and hold harmless us and our directors, employees, agents, and partners (Indemnified Parties) from and against any and all losses, demands, claims, damages, costs and/or expenses (including indirect or consequential losses and loss of profit, reasonable legal and other professional costs) and liability suffered or incurred, directly or indirectly by any of the Indemnified Parties arising out of any breach, non-performance or non-observance of any of the agreements, obligations, warranties, representations and undertakings on your part or on the part of any Authorised User. This clause shall continue to have full force and effect notwithstanding any suspension or termination of the T&C. The indemnity contained above is without prejudice to and in addition to any warranties, indemnities, remedies or other rights provided by law and/or statute and/or any other provision of the T&C for the benefit of any of the Indemnified Parties.
You shall pay the Fee to us (or to any third party whom we notify you has the right to receive monies on our behalf) monthly in advance with the first monthly payment due upon your completion of the Sign-Up Process or the end of the Trial Period, as the case may be (the Payment Date(s)). You hereby authorise us to charge the relevant Fee to the credit/debit card that you notified to us during the Sign-Up Process. Value Added Tax and any other local government taxes are also payable where applicable. The Fee shall be non-cancellable and (subject to clause 12.3) non-refundable. We may increase the Fee payable in our sole discretion, provided that we notify you of such increase at least 30 days prior notice.
7.1. We shall not be liable or responsible for any failure to perform or delay in performance of any of our obligations under the T&C that is caused by:
7.2. Our obligations under the T&C will be suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration of that period.
8.1. Each party (receiving party) agrees not to use or disclose to any person any confidential information about the business or affairs of the other party (disclosing party) or any of its business contacts, or about any other confidential matters which may come to its knowledge in the course of performing its obligations under the T&C except as permitted in clause 8. For the purposes of this clause 8 confidential information means any information or matter which is not in the public domain and which relates to the affairs of the disclosing party or any of its business contacts that would be regarded as confidential by a reasonable business person.
8.2. The restriction in clause 8.1 does not apply to:
8.3. If it is necessary for the performance of its obligations under the T&C, the receiving party is permitted to use the disclosing party’s confidential information for such purpose.
8.4. The receiving party must return or destroy upon the disclosing party’s request the disclosing party’s confidential information.
8.5. Each party shall take all reasonable steps to ensure that the other’s confidential information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the T&C.
8.6. This clause 8 shall survive termination of the T&C, however arising.
8.7. No party shall make, or permit any person to make, any public announcement concerning the T&C without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
8.8. On any termination of the T&C for any reason or upon its expiry each party shall as soon as reasonably practicable return or destroy (as directed in writing by the other party) all Data, information, security information, software and other materials provided to it by the other party in connection with the T&C including all materials containing or based on the other party’s confidential information.
9.1. The Site and the Products are owned by us. Unless otherwise stated, all content on or extracted via the Site or the Products, including any Data, and the products of the Services (including any deliverables generated through the Custom Work), are owned by us. The content of the Site, the Products and the Data are protected by intellectual property rights including copyright, moral rights, trade marks or trade names (whether registered or unregistered), database rights, patents and trade secrets. We are the owner or the licensee of all such intellectual property rights.
9.2. You acknowledge that you shall have no rights in or to the Data other than the right to use it in accordance with the express terms of the T&C.
9.3. You acknowledge that GlobalWebIndex and Global Web Index are trade marks of Trendstream Limited.
10.1. This clause 10 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you and the Authorised Users in respect of any:
10.2. We will not be liable if for any reason our Site, the Products or the Services are unavailable at any time or for any period.
10.3. We will not beliable for any loss or damage caused by a distributed denial-of- service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Site, the Products and/or the Services.
10.4. Notwithstanding clause 4.3, we shall have no liability whatsoever to you or any Authorised User as a result of any action, claim, loss, damages or expenses, direct or consequential, suffered by you or any Authorised User due to your reliance on or use of the Data or other information obtained via the Site or the Products. You and the Authorised Users are solely responsible for any decisions you or the Authorised Users may take or decide not to take arising out of or in connection with the Services, the Products and any Data, and/or for results obtained from the use of the Services, the Products and the Data, and for conclusions drawn from such use.
10.5. We shall have no liability to you or any Authorised User for any damages or loss or claim occasioned as a result of late delivery of any report or Data or website availability.
10.6. Except as expressly and specifically provided in the T&C, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the T&C.
10.7. Nothing in the T&C excludes or limits our liability for:
10.8. Subject to clause 10.7:
11.1. Any personal data provided pursuant to the T&C will be dealt with in accordance with the terms of our privacy policy.
11.2. If you submit an individual’s personal data to us you confirm you have the full authority to do so.
11.3. If we process any personal data on your or an Authorised User’s behalf, the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case:
11.4. You shall indemnify us for any cost, claim or expense arising as a result of your breaching any data protection requirements or causing us to be in breach of any such data protection requirements.
12.1. Termination by you: you may terminate the T&C at any time by providing written notice to us, with the effective date of termination being the final day of the month to which your last advance payment of the Fee pursuant to clause 6 relates. In the event that you provide to us written notice to terminate the T&C during the Trial Period, the effective date of termination shall be the date of your written notice.
12.2. Termination by us: we may terminate the T&C immediately:
12.3. Refund right: if we terminate the T&C pursuant to clause 1.2(b) or clause 12.2(a), we will provide you with a pro-rata refund of any of the Fee that you have paid in advance relating to a period following the date of termination.
During the term of the T&C and for a period of six months after its termination or expiry, neither you nor any Authorised User shall, without our prior written consent, solicit the business or custom of any of the customers who subscribe to any of our Products with a view to providing goods or services to such customers in competition with our Products.
All notices sent by you to us must be sent to Trendstream Limited, Fulham Green, 69-79 Fulham High Street, London, SW6 3JW, UK or to the email address accounts@trendstream.net (or such other addresses and email addresses as we may notify to you from time to time). We may give notice to you at the postal address or email address you provide during the Sign-Up Process (or otherwise). Notice will be deemed received and properly served three days after the date of posting of any letter and on successful transmission of any email. In proving the service of any notice, it will be sufficient to prove that the letter was properly addressed, stamped and placed in the post or that the email was successfully delivered to the email address given. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.1. If any provision of the T&C (or part of any provision) is found by any court or other authority of competent territory to be invalid, unenforceable or illegal, the other provisions shall remain in force.
15.2. Unless specifically provided otherwise, rights arising under the T&C are cumulative and do not exclude rights provided by law.
15.3. Failure by us to exercise or enforce any right in relation to terms and conditions of the T&C shall not be deemed to be a waiver of that right.
15.4. You shall not, without our prior written consent assign, transfer, charge, sub- contract or deal in any other manner with all or any of your rights or obligations under the T&C.
15.5. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the T&C. You may not assign, transfer, charge, sub-contract or deal in any other manner with any of your rights or obligations under the T&C without obtaining our prior written consent.
15.6. No person other than a party to the T&C shall have any rights to enforce any term of the T&C. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the T&C is not subject to the consent of any person that is not a party to the T&C.
15.7. The T&C and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) (Disputes) shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts to settle any Disputes. The parties agree that they shall first attempt to settle any Disputes by negotiating in good faith between them and shall only commence litigious court based legal proceedings following the failure of any negotiations and an attempt to mediate a settlement.
15.8. The T&C constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of the T&C. Each party acknowledges that, in entering into the T&C, it does not rely on any statement, representation, assurance or warranty of any person other than as expressly set out in the T&C. Nothing in this clause shall limit or exclude any liability for fraud.
©Trendstream Limited 2018
